SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Secured Investment Resources Fund, L.P. II
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(Name of Subject Company [Issuer])
Millenium Management, LLC (offeror)
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(Filing Persons)
Units of Limited Partnership Interest
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Christopher K. Davis
Millenium Management, LLC
199 S. Los Robles Ave., Suite 200
Pasadena, CA 91101
Telephone (626) 585-5920
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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Transaction Valuation: $1,100,000(1) Amount of Filing Fee: $220(2)
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(1) Calculated as the product of the Units on which the Offer is made and the
gross cash price per Unit.
(2) Already paid.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount previously paid: Not Applicable Filing party: Not Applicable
Form or registration no.: Not Applicable Date filed: Not Applicable
[ ] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed by Millenium Management, LLC ("Millenium"
or the "Purchaser"), a California limited liability company, to purchase up to
11,000 units ("Units") of limited partnership interests in Secured Investment
Resources Fund, L.P. II (the "Partnership"), as set forth in the Schedule TO.
Capitalized terms used but not defined herein have the meaning ascribed to them
in the Offer to Purchase.
ITEM 4. TERMS OF THE TRANSACTION.
The Offer, withdrawal rights and proration period will expire at 5:00 p.m.,
Los Angeles time, on Tuesday, November 29, 2005, unless the Offer is extended.
ITEM 11. ADDITIONAL INFORMATION.
The response to Item 11 is hereby amended and supplemented with the
following changes to the Offer to Purchase:
[Cover Page]
The fourth sentence of the first full paragraph is hereby replaced in
its entirety with: "This Offer is not subject to brokerage commissions
and is not conditioned upon financing."
DETAILS OF THE OFFER
6. Extension of Tender Period; Amendment.
The last sentence of the Section is hereby deleted in its entirety.
CERTAIN INFORMATION CONCERNING THE PARTNERSHIP
In each of the last two sentences of the first paragraph, the address
of the Commission is hereby restated as: Station Place, 100 F Street,
N.E., Washington, D.C. 20549.
DETERMINATION OF OFFERING PRICE
Purchaser's Estimate of Property Values
In the third sentence of the first paragraph, "$400" is hereby
replaced with "$400 per apartment unit".
The phrase "for Bayberry" is hereby added to the end of the
penultimate sentence of the first paragraph.
CERTAIN INFORMATION CONCERNING THE PARTNERSHIP
Prior Acquisitions of Units and Prior Contacts
The word "unrepaid" in the penultimate sentence of the second
paragraph is hereby replaced with the word "outstanding".
EFFECTS OF THE OFFER
Influence Over Future Voting Decisions
The following sentence is hereby added to the Section: "If Purchaser
acquired 11,000 Units pursuant to the Offer, Purchaser and its
affiliates would hold 48.3% of the outstanding Units."
APPENDIX A
Part II - Item 2. Properties
The following supplemental information is provided: "On June 30, 2005,
the Sunwood Village Apartments was approximately 93.3% occupied."
ITEM 12. EXHIBITS.
12.7 Press Release dated and issued November 14, 2005.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 14, 2005
MILLENIUM MANAGEMENT, LLC
By: /S/ W. ROBERT KOHORST
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W. Robert Kohorst
President